The Dark STARS
by Farcry King
Summary: Ozwell Spencer is in the picture and all hell is breaking loose in this once quiet town.
1. Chapter 1

Katherine Azure's head was pounding as she carefully drove through the snowy roads in the mountains of Vermont. Not do to any natural cause, unless her brother counted. Russ was blasting rock music from the stereo.

"Would you mind," She said, grinding her teeth, "turning off that music before we have an off-road trip?"

"Sorry," Russ said. He twisted a knob, and blissful silence filled the car.

"How far to the border?" Russ asked. They were on the way to Canada.

Katherine looked over for a second. "Two hours." She returned her attention to the road. "You didn't have to come, you know. You could have stayed in Tahoe."

"Yea, I could have," Russ said, flipping the pages of a novel. "But, you would have been killed."

Katherine gave a short laugh. _Very true, _she admitted silently. She looked back at the road, slowing down for a corner. Lo and behold, there was someone standing in the middle the road up ahead. Kath let out a few choice words and swerved to avoid him.** Blam! Blam! **The man fired twice, hitting the back tires, successfully popping them. She tried to apply the brakes, but ended up going through the guardrail. The vehicle slammed into a tree, and she and Russ blacked out.

A few minutes later…

Kathy looked around, regaining consciousness. _How long was I out?_ She wondered. She was lying in snow. She looked at the windshield. There was a hole in the driver's side. She must have been thrown clear. Amazing she was still alive.

"Slowly, Ms. Azure," a voice said. "A small mistake could end your lives. It would almost be tragic."

The man from the road was standing next to the car, a revolver next to Russ's temple. Russ was silent, fear on his face.

Kath reached a hand slowly into her pocket, her fingers grasping a butterfly knife. She folded it, then hesitated. It wasn't a throwing knife by any means. _What the heck? _She mused. She hurled the knife at him. He stepped backwards, firing twice. One round hit the knife, shattering it. The other grazed Kath's hand. She shrieked in pain.

"Should have taken my advice," the man said. He took out a folder, and tossed it disdainfully at Kath. It landed a foot or so away, resting in the snow.

"My employers need you to eliminate these two people," he said. "They are in the town several miles down the road."

"Why should I?" shouted Kath, clenching her hand.

The man sighed, "Because I will kill your brother if you do not. I will release him if you succeed. I'll take him with me for now, though. Now, onto business. Take the file and this-"He took out a flare and tossed it onto the file "-and head back up to the road. Your partner will meet you. Best of luck." He took Russ out of the car, tossed him over one shoulder, and started climbing up the hillside. Kath could hear a vehicle start, and they were gone.

Katherine numbly bandaged her hand with a few shred of cloth from her shirt. After retrieving her coat from the backseat of the car, she hiked up the side of the hill and found the road. She activated the flare and dropped it on the road, then took a look at the file.

Two well-made profiles were inside. She looked at the names. Jill Valentine, and Eric Talyor. She closed it up, a wave of sudden depression hitting her. _I can't do this,_ she thought, wiping away a tear.

A pickup slowed to a stop in front of her, and the passenger door opened. She hesitantly stepped forward and looked into the car. The driver, a muscular blonde guy with green eyes, looked over casually.

"Are you Katherine Azure?" said the driver looking at Kath.

"Yeah," she said, brushing the hair out of the way, "and who are you?"

He smiled, "the name's Will O'Brien."

She took a seat, closing the door behind herself, and the truck moved on down the snowy road.

---------------------------

Shane shivered, and pulled his hoof tighter. The light snow covering everything was bitterly cold. Shane risked a look back. That big guy was still following him. Shane walked faster, and ducked into an alleyway, crouching behind a dumpster. He strained to listen. Footsteps came by, then stopped. Shane looked around, and seized a chunk of asphalt and jumped out to throw it. Unfortunately, he jumped out right in front of the guy chasing him. A fist hit him in the nose. He heard a cracking sound, and suddenly felt great pain.

"Fuck!" Shane yelled, holding his nose and stumbling back. The man picked him up his shirt collar.

"You will come with me," the man said, in a thick Russian accent.

"Get the hell off me, man!" Shane screamed angrily, as he was carried by collar down the alleyway. A van pulled up, and the side door opened automatically. The Russian tossed him in like a sack of potatoes.

Shane looked up, "What do you want with me?"

The Russian pulled a tranquilizer gun and shot him in the neck.

"Son of a Bi…." Shane fell over.

-----------------------------------------------

Mitzukie blinked a few times, waking up. She been shot with a tranquilizer gun while walking along, and collapsed. She tasted something in her mouth. _Blood, _she realized. She looked around, her eyes adjusting to the darkness, assessing the situation. She was tied to a chair, naked. In a dark room. _This is not good, _she concluded. A man was sitting next to the door, smoking.

The door swung open, and someone new stepped in, letting in some light. Mitzukie squinted, getting a better look at the newcomer. He was tall, blond, wearing a small pair of dark sunglasses. He looked her over.

"Why is she naked?" He asked the smoker, a tone of disgust in his voice.

The smoker smiled. "I had some fun."

The newcomer let out a small sigh, and smoothly took a powerful Colt 1911 handgun, sometimes called the Killer 7. The other man stood nervously. The newcomer shot him in one knee, the several times in the chest.

"My apologies," the man said. He walked behind the chair and cut the ropes. "Down the hall is a shower and a change of clothing. I suggest you use them." He opened the door to leave.

"Wait," Mitzuki said, "who are you and what do you want?"

He glanced back. "My name is Albert Wesker, not that it should mean anything to you. As for what I want," Wesker said. "You will find that out soon enough."


	2. Chapter 2

Mitzuki finished drying herself off, and got dressed. She had no idea where she was, and that was a very disturbing thought indeed.

Wesker rapped on the door and strolled in. "How are we doing here?"

"Fine," Mitzuki said, managing to hide her fear. "But I want some answers." Wesker shrugged noncommittally, and pulled up a chair.

"You are Mitzuki Suri, 24 years old, born right in New York. Your adopted father was a Russian-American, your mother a Japanese. They were both killed in a car wreck six years ago. At age eighteen, you started working as a spy, gathering information for whoever paid the most. Four yeas later you were framed for that Pentagon break in. That put you on the priorities list and CIA captured you several months later. After spending a year of your fifteen-year sentence at Walker Maximum Security Prison, you escaped, also getting shot by a sniper. That was roughly three years ago, and you are still wanted. Correct?" Wesker finished his speech and leaned back in the chair casually.

"How… how did you know that stuff?" Mitzuki asked.

"The CIA database is a wonderful source of information," Wesker said. "All one must do is tap into it."

"And how does this involve me?" Mitzuki asked.

"My employers want you to keep watch in this man," Wesker said, taking out a manila folder. "Spy on him."

Mitzuki looked through it. The file was about the famous Leon Kennedy, who recently rescued the President's daughter from a hostage situation. .

"He's a national hero," Mitzuki said. "Secret service or something. I can't."

"If you don't do it, I will hand you over to the police and back to jail you go," Wesker said. Mitzuki thought she detected some glee in his voice.

"No, not that I won't, I _can't. _This is the White House I'd be messing with. Security is to tight." Mitzuki said.

Wesker stood up, looking annoyed. "He is not Secret Service, nor does he reside in Washington, much less the White House. You do it or I will turn you in and buy myself a Mercedes with the reward on your head."

"Fine," Mitzuki said, exasperated.

"Good. Met me on the roof. Your partner will be here soon." Wesker left.

……….

The noise of the helicopter was put Shane to sleep, but he woke when they put down on a roof. Shane glanced around. Two people were waiting. A man, dressed in all black, complete with sunglasses, and a woman. In the chopper, the Russian was still asleep. The pilot got out and opened the side door. Shane made a break for it, only to be grabbed by the man in sunglasses.

"Don't run off Shane, we need you for a while longer," the man said, shoving Shane to the ground. He slapped a file on his chest.

"I'll leave you two alone," the blond man said, getting into the chopper. "Have fun." The door shut, and the

helicopter lifted off. A moment later it was gone.

Shane climbed to his feet and got look at woman he had been left with. Short black hair, tanned skin, brown eyes. She also made what she was wearing look very nice. Shane's eyes wandered down to her chest admiringly.

"Hey!" The woman said indignantly.

Shane snapped out of it.

"My face is up here, kid."

Shane looked, embarrassed. "Sorry."

The women sighed and managed to put on a smile. "That's fine. My name's is Mitzuki Suri, and your Shane, right?"

"Yes. But what is going on?!" Shane asked.

"Tell you later," the woman said. She headed for the stairs down. "Come on, we have to meet some folks for lunch." She looked at the landscape. "I hate Vermont."

………………………..

Will pulled in to the diner and parked the car. "We are meeting the rest of the team here," he said. He glanced at Kath, at her hand. "Your hand better?"

"Somewhat," she said. "Thanks for asking," she said, hopping out of the car. They swung the doors open and looked around the small diner. Two people were sitting in the far corner.

"I guess that's them," Will said, walking over. The kid, the younger of the two by far, looked up from a laptop.

"Will?" He asked.

"Yes," Will said, putting on a slight Irish accent. "And this is Katherine."

The kid nodded. "I'm Shane and that is Mitts." He nodded at the woman sitting next to him.

Mitts glared at him." I said don't call me that!" Shane laughed a little, nervously.

Will and Kath sat down. A waitress took their orders. A beer for Will, and coffee and a sandwich for Kath. The waitress left.

Will turned to Shane and Mitts. "Aren't there more coming?"

Mitts took a sip of a huge milkshake. "Yep, I guess we wait.


	3. Chapter 3

Vincent ran through the woods, ignoring the snow landing on his face, on his gray suit. He didn't turn to check the positions of his pursuers. He recognized them. The Russian, and the Roman. Two incredibly dangerous mercenaries. Both were roughly 7', looking more like pro wrestlers than soldiers. Now they were after him. He knew they wanted him alive; they could have shot him fifteen times by now, with ease. A hand brushed his shoulder. In another second or two they would tackle him. He spun around, a fighting plan formulated. Before he had a chance, a huge fist slammed into his jaw. He barely kept from falling over. Another blow hit his chest, knocking him backwards. The Russian grabbed the Vincent and threw him against a tree trunk, knocking him unconscious. The two chuckled for a moment at the fallen man, then one grabbed a foot, and dragged him back to the car.

………………………

The van's door opened, and Vincent was thrown in the back of the car. Alexia stared, horrified. Blood was dripping from several cuts on his head, and one side of his face was swelling. The van rumbled to life, and they were off.

She looked to the front of vehicle, past the wire grid. "What did you do to him?!" She got no response. She looked at Vincent, and tried using her sleeve to clean his face. His thin beard was dark red with blood.

"Please," she whispered. "Be okay."

She thought back to when they had met, a mere six monthes earlier. Four men had surrounded her in an alleyway in Los Angeles, about to mug her, and worse. Vincent had killed them all to save her. She had stuck with him ever since.

The Roman turned, uttering his first words in the last hour.

"We are almost there."

"Why don't you just let us go?" Alexia asked, fear lacing her words. There was silence for a moment. No one spoke.

"Answer me!" Alexia screamed. The Russian's hand smacked the wire grid separating the drivers from the prisoners. The metal bent, forming a light outline of the fist.

"Shut. Up." The Russian said, without any hint of emotion.

Alexia was quiet.

……………………

Kath took another sip of coffee. She glanced around. The Irish guy, Will, was napping, as if the cold fear everyone else was feeling somehow did not apply to him. That kid, Shane, was one his laptop. Mitts was playing solitaire.

Mitts looked up. "So, Kath, how did they get you into this?"

"They have my brother," Kath said. There was no need to finish the explanation.

Mitts looked shocked. "I'm really sorry." It hadn't occurred to her that the others might have family on the line.

"It's fine, Mitts," Kath said, drumming her fingers on the able.

"What about you, Will?"

The man stirred, waking up from his nap. "What?"

"How did they get you to go along with this thing?"

Will sighed. "I did some work for the mob, down in Bostin." Katherine didn't seem to understand. "I killed three people, to be precise." He glanced around the table. Everyone was staring at him. He said it lightly, as if discussing the weather, without any trace of guilt or remorse in his voice. He sipped his beer. "Unfortunately, the job went south. I hid out. Then that guy Wesker shows up and informs me I have two options: help him, or land in a federal prison, and never see the light of day again." A bell sounded, announcing the entrance of four people. Three men, one woman. The two giants were holding up a half dead guy in a gray suit. The young woman followed behind. Her face was red, eyes puffy, indicating that she had just been crying. A brown pony tail hung down her back, reaching her shoulders, giving her a more 'cowgirl' look.

One guy threw the man in the table, landing next to Shane. The woman took a seat next to him, holding him up. They obviously knew each other well.

Katherine stood up, recognizing the man who had blown up her car. Her face was red with anger.

"Where is my brother?!" She half-screamed at him. He casually grabbed her by the throat and slammed her back up against the wall.

Will stood up in protest. "What the hell are you doing?"

The man released Katherine, and smiled at Will. "I am starting this war. You all know who you are going after, so go do it. I and my friend will keep the police occupied, and out of your way."

He reached into his pocket and took out a hand grenade. "I suggest you run."

He pulled out a grenade. " I suggest you run."

Will grabbed Kath, yanking her out the door, with Shane and Mitts right behind him. The young woman and her friend managed to stagger out the door into the snow, with the woman keeping the man from collapsing.

There were three gunshots behind them, announcing that the cook and two waitresses were dead. The grenade landed in the kitchen, and part of the diner collapsed when it exploded. The Roman took out a cell phone.

"Operation Falling STARS is a go."


	4. Chapter 4

Five Days Have Passed Since The Diner Fire

Kath followed Jill for a mile. The snow was up to her knees. She just had to kill Jill then her brother would by free. The others were doing a quiet approach. Mitts some how got a date with Leon.

Kath checked her P99 and screwed on the silencer. She looked up to see Will still walking and will in his Red Sox hat coming towards her. His face was unshaven and grim. He passed Jill and came for Kath. Grabbed her by the arm and pulled her into a coffee shop. Push her into a chair then sat into the chair across form her.

He glared at her, "what do you think your doing? You're going to blow this whole operation! Your just thinking of your self Kath!"

Half crying she answered, " I was thinking of my brother! Of his life!"

Will's face softened. "I'm sorry, Kath. I forgot about your brother."

She was still crying. Will was nervous; he has never being go with girls specially when they were crying. He put his hand on shoulder.

"Everything is going to be fine' alright?"

Kath nodded and wiped the tears away.

"Thanks."

Will sighed. Look around the café not a lot people were in the small smoke shop. Will recognize Eric Taylor sitting in the corner of the café smoking a cigar. This man they could kill now because he was not in STARS. He was just some guy that stole this virus called the Last Rapture. Taylor look up and he knew who Will and Kath were at once. He ran from his table, Will and Kath followed. They ran through the back and into the alley. Taylor removed a manhole and jumped into the icy sewers. Kath jumped in after him. Will pulled out his revolver check it and jump into the icy slush below. Will could barely see, still he blindly ran forward. He turned a corner to see Kath and Taylor wrestling. Kath knee him in the balls.

"You little fuck!" Taylor spattered, stumbling back.

Taylor dash forward and punch Kath in the nose. Kath fell back into the dirty water. Taylor pulled a long syringe out of the jacket.

" You want the virus, you can have it!"

With that Taylor plunged it into Kath's neck. Kath struggled away and shot Eric in the eye. The bullet blow out of the back of his head. The body fell into the frozen water. Kath looked at her arms. Black tentacles busted from the skin, blood sparing everywhere and the tentacles began wrapping around her. Will looked on in horror. Kath scream for help but he could not do anything to free her. The tentacles threw him back every time he got close to her. She was now enclosed in the black mass of muscle. Will turned and ran for the exit. He put the manhole back over the sewers. Will sat on the ground thinking.

"I will come back for you. First I'll find what that was."

Will got up and walk on to the main street.

3 Weeks later

Mitts laughed, she could barely breath and Leon smirked.

"That really happened?"

"Yeah, it really did."

Mitts was getting tired but she didn't want to leave.

"I'm getting another beer, do want one?"

"No thanks and I think you had enough beer too."

Mitts did feel a little drunk. She had nine beers. She was very good in holding on to her alcohol.

"I think your right. Can you walk me to my apartment?"

"Sure."

Outside, in the cold air she felt better. She was still about to puke, but she held it in for Leon. She liked him a lot, and all she had to do is spy not kill him. That would be hard. She had grown found of Leon. She looked around the city square. She saw a gleam from a rooftop._ What is that? _Mitts thought, squinting to see better. A shot rang out. A bullet hit her square in the throat. Mitts fell to the cold ground clutching her throat as blood poured out. Leon pulled out a handgun and returned fire. He toke cover behind a van. He turned and said everything is going to be OK. She didn't hear him though. She only could only hear the blood pounding in her ears.


	5. Chapter 5

The chopper's engine made talking impossible. The four men, in full riot gear, checked over their guns and grenades. One of them looked at their captain. The man called the human unit never killed, a man of few words. His stone cold face had no expression but he look like he had been trough hell. His short blonde hair greased back. His unshaved face was calm and ready.

The pilot leaned back to say, "Since the blizzard is blinding our view, we setting down now."

The helicopter hovered above the snow cover ground. Three of the troops jumped into the knee-high snow. The captain leaned over to the pilot. " Proved air cover when the storm clears"

The pilot gave the thumps up and the captain jumped into the snow. With the sound of the chopper flying away behind him, he walked over to his men.

"All right you all know the mission, the company Umbrella has hired seven people to take care of former STARS members. We are to take this seven out. Now, Jenkins I want you to find a good sniper position. Baggson, go down into the sewers and shut down the power to the town. Smith and I will head for the motel; we know some of the targets are staying there. Call in when you spot a target. All right move out."

The four soldiers ran quietly in different directions. Jenkins ran to the nearest building and climbed up the ladder onto the roof. She jumped rooftop to rooftop. She stopped at a building looking over the town square. She took out the scoped M14 and rest on the edge of the building. Glancing through the scope, the square was empty. _Who would be out on a night like this? _, thought Jenkins pulling her ski mask down. It was freezing cold and snowing heavily. She turned on night vision searching for a target. An hour went unit a door of a bar opened. Mitzukie Suri walk out laughing with a man Jenkins could not see hi face. Grabbing her radio she whispered "Sir I have Suri in my sights. Should I take the shot?"

"All clear, take her out."

She moved the cross hairs on her head, but the snow made it hard to see. Taking a breath she fired. Right in the throat, blood gushed out on the white snow. The man had taken a gun and fired back. Jenkins was not paying to him. Since she didn't know if he was target and the pistol shots would not reach here in this weather. Something else was behind her moving quickly. It picked her up with black tentacles. Jenkins drew her pistol, fired in to its two red eyes. It did noting except piss it off. With a scream the monster ripped her in half throwing the upper body down on the frozen street below. Jenkins lay there for ten second coughing up blood and with here last bit of strength shot a warning flare into the sky.

Will had looked through these files before. For three weeks he and Shane have been looking through Dr. Taylor's office. The files said nothing about what was injected into Kath. Shane was still hacking into his computer.

"Any luck?" Will standing and walking to Shane.

"Almost…"

Then a gunshot rang outside echoing through the still air, a few minutes later the power went out all over the town.

"Fuck!" screamed Will, grabbing his hair. He looked out the window into pitch black. A red flare shot into the air five streets down. Will stumbled to his duffle bag taking out flashlight turned it on and threw it on the bed. He removed his shotgun. Load it and duck taped the flashlight on top. Gave a MP5 and ammo to Shane. There was a knock at the door. Will point the gun at the door and slowly opened it. It was Vincent and Alexia. They both had AK-47 and were not dressed for the cold. Will lowered the gun.

"What's wrong?"

"Two men where at the motel. They tried to kill us, but we got out in one peace."

Alexia said smirking a little.

Vincent nodded in agreement.

"Do you ever talk?" Shane questioned.

Vincent glared at him.

"Sorry", Shane said stepping back.

"Alright we head for that red flare that just came up. It's not far."

The four people ran into the unplowed street running to the dimming red flare.

Rebecca Chambers put her hands on Mitts throat.

" The shot miss her windpipe and her artery. We just have to stop the bleeding."

She wrap Mitts neck in bandges, "that should help stop the bleeding but she lost some much."

Leon looked at Mitts for mintue. "We should get her inside the bar."

Billy went down to pick her up but rebecca stopped him.

"Hold on. Loen what happed to the thing that killed the sniper."

"I don't know. A mintue later the power went off."

"So it could looking at us right now, and we wouldn't know." Billy said looking behind him. He turned on his flashlight. Five feet ahead was the thing. It look like a women long black hair, red eyes and black lips. Her skin was gray. She had no shirt on but she didn't mind the cold. Her arms were coated in hard metalica like skin. On each arm two black tentacles came from the forearms. She wore ragged jeans and bare feet.

"Holy Shit!" shouted Billy, reaching for his gun.

The creature spoke, " I mean you no harm. In fact I am here to help."

Rebecca stepped forward, " Who are you?"

The creature smiled " I am Katherine Azure and I am after Albert Wesker."


	6. Chapter 6

The red light of flare had gone. Vincent ran blindly to evade the gunfire. He couldn't see, Will shut off his light. _They must have night-vision; _all he could see was the muzzle flash and the snow falling right before his eyes.

The headlights appeared behind Vincent. Turning around he saw the Russian get out of the car. He was carrying a bloody sledgehammer. The Russian spoke, " I have a bone to pick with you."

"That was two months ago and you were trying to kidnap me. Just because I cut off your ear is no reason for revenge." Vincent stepped back, his AK pointed at the Russian. The Russian lunged grabbing the barrel and punching Vincent in the gut. He picked up Vincent and threw him into the front window of the car. The glass cracked and Vincent bounced on to the street. Spitting up blood, he got up and took out his .45 and a K-bar. The sledgehammer came right for him. He dove to the left, firing at the Russian until it was time to reload. Vincent was shocked to see the Russian still standing, soaked in blood. A grin on his face, the Russian removed his trench coat. He was wearing steel armor on his chest and arms.

"Try to kill me," laughed the Russian.

Vincent ran for the AK. He got to it but the steel colossus brought the sledgehammer down on his knee. Vincent rolled away and fired into the Russian's unprotected legs. The full-metal jackets ripped through, breaking bone and bursting veins. The Russian fell to his knees screaming in pain. Vincent sprint to him and plunged the K-bar into the neck. The body fell down with a thud.

"Vince!" Will shout from the dark. The gunfire behind had stopped.

A road flare appeared in the dark to show Will and Shane bent over the body of Alexia.

"Oh god no!" he whispered and ran to her side. She was shot in the gut. Blood cover here face showing the fright in her green eyes. Will had his coat wrapped around her to stop the bleeding. Shane was on his laptop trying to find something to help.

"Alright, check if there is a hole on her back. The bullet could of exited."

Will moved his hand checking for the exit wound.

"Yah, there is."

"That's good. Her blood is not black, so her liver and intestines are fine.

We need to close the wound, dress it, and give her antibeotic. We need bangdes, a suture, and needle with some king of antibeotic. Vince got up and look around and saw the Russian's van. He limped on his good leg for the blow to the knee early had got to him. Pulling the door open, he found it sitting on the dashboard. He gragbed it and shoved it open. He found everything they needed. _She going to be alright, _releif swam over him. He closed the kit and began to limp back. He looked around him. The snow had stopped and it would be dawn soon. He reached the others and handed the kit to shane, who started to bandge up Alexia. When he was done, Will help her up.

"I can walk." Alexia said. She slow moved towards the van. With much pain lifted herself into the passnager's seat. Vince got into the diver's. He turned the car on. Will and Shane got in back.

"Were are we supose to set." Vince looked back to see no seats bat racks of guns and ammo.

"Just hold on."

The sound of a copter came over the rooftops. It was armed with a gatling gun and rockets. It could rip the van in half. Vince slamped his foot on acclarateor. The van screech down the street, followed by a hail of bullets. Will opened the back door and fired a MG SAW at helicopter.

"Shane, find the RPG and take that thing out!" Vince shouted. Vince look over at Alxeia. She look like she was about to pass out from the pain.

Shane looked threw crate after crate. When he got his hands on a RPG, Will had close one of the doors to use as cover. His right arm was shot up and his leg had chunks of metal rammed into it.

"Shot the dam thing! Don't worry about me!" Will said see the look on Shane's face. Looking down the sights he wait for the copter be right in the middle. Thr rocket shot forward, knocking him back. The helicopter try to get out of the way, but it know there was no use. The pilot fire one rocket at the van before the rocket blew it in two. Vince saw the incoming rocket too late. Everything slow down, Will and Shane were launched into the front seats. The back cabin burst into pieces the rest van was push into a window of a drug store. Vince sight went black.

"_**Wake up Ms.Suri, your mission is not done. Umbrella still needs you."**_

Mitts sat up, gasping for air. _Who was that? _She looked around. _Why am I in the bar? _

"Are you alright?" ask a young women with short brown hair. Mitts tried to get up form the couch she was on, but she was to weak at the moment.

She looked around the bar. Leon and Billy were at a table talking. Jill was talking to some girl with black hair. The girl looked fimilliar.

"Kath?" she could barely speak. Kath looked over and smiled. Mitts got up and walked over.

"What happen to you? Your skin is almost white. your hair is black."

"You should see her at night." Said the brown haired woman. " Hi, I'm Rebecca Chambers. We have not met before." They shoke hands.

Mitts looked at Leon and Billy.

"What happening out there?"

"Pure choas. An hour ago a helicopter got shot down." Billy yawned.

All of a sudden, air seirns blare on. The group went out of the street. Fourty chinooks flew across the sky.On the side of each chinook was the Umbrella symbol.

The serins stopped and the voice of Wesker came on.

"Good morning, good people. On this day your town has been chosen to be the test site for some of my company's BOW. As for those who don't know what a BOW is, you will find out shourtly. So, it is time to wake people, time to wake and smell the ashes."


	7. Chapter 7

Alexia woke to sirens blaring. She could hardly see with the blood in her eyes. She felt for the door and opening it she fell onto tile and glass. Her hands were stinging with cuts. She struggled to here feet to see the chaos. The police were escorting the town's people into trucks. Severely bodies lay on the street. The bodies were not shot but ripped apart. She saw the smoke of fires over the rooftops. Chinooks were dropping black capsules.

_This is bad, _She said picking up a crowbar to protect her-self. She turned to see three large black creatures burst out of a capsule and running on all fours, they were heading for the crowd. There mouths had jagged teeth, stained yellow. Long arms with sharp claws dug into the frozen pavement. They had small back legs and no eyes on their long head.

They dove into the crowd. Screams could be heard over the sirens. Limbs and blood shot into the air. The still living ran for the trucks but more of the creatures came.

Alexia didn't want to see any more. She ran down the street in the opposite way. She knew that she could not run for long with her wounds. She had no idea what street she was on. She was bleeding and going to freeze to death soon. She saw someone waving at the end of the street from a bar. Hope rekindled inside her.

"Hey!"

She turned to see Will carrying Vince and Shane on his shoulders.

"Where did you go? We could have been killed!" he shouted lowering Shane and Vince on to the ground.

She turned red and walked up to him poke him in the chest.

"I was sacred, alright! Also, I could give a fuck about some murder!"

She was still scared of him; she was just acting on anger. He was about a foot and half taller than her. She knew he was incredibly strong.

He grabbed her arm and shoved her back onto the ground. She looked up at him in shock.

"What are you looking at?" he yelled.

She point behind him and he turned to see one of the black beast on top of a building. Ready to jump on Will. Will took out his butterfly knife; it was the only weapon he got. The black beast jumped on top of him. Will was still standing under the force. He stabbed into its hide and black blood streamed out. Its jaws snap right by his ear. Then the jaws dug right into his shoulder. He screamed and fell to the pavement. There was three shots, ever bullet hitting its head. The beast rolled off him.

Alexia ran to Will.

"Are you alright?"

"Fine." Will struggled to his feet with the help of Alexia.

"Who shot the dam thing?"

"I did." There stood Jill Valentine. She slid her pistol into her holster. She walked over and kneeled down to the ground next to the beast. Will gave a look to Alexia and grabbed Jill from behind, holding her. Alexia pulled out a knife. She looked into Jill's eyes.

"It's nothing personal, we just have to."

With that she slashed her throat open. Blood sprayed out of the wound. Will let go and Jill fell to the ground.

"Jill!"

Will looked over towards the way Jill came to see Chris Redfield running towards them drawing his gun. Will grabbed Alexia by the arm. Chris fired three shots right as they went around the corner. Will ran to the nearest car and smashed the driver's window open. He turned to Alexia.

"Get in!"

"Do you know how to hot wire this car?"

Will point to the driver's seat and there laid keys. Alexia crawled over to the passenger seat. Will start the car and slammed his foot on the pedal. The car screeched down the street. Alexia looked back to see Chris turn the corner.

Someone grabbing him by the collar and lifting him to his feet awakened Shane. He opened his eyes to see, Mitts smiling at him. To see the beautiful woman again made him cheerful again. Then from behind him, a man rush by only to stop at the body of a woman.

"Jill? Please be all right. Jill?" said the man, who Shane recognized as Chris Redfield. He was holding the bloody corpse of Jill Valentine. Rebecca walked up to Chris putting her hand on his shoulder.

"Chris, she's gone."

"I know." He laid her body down on the ground. Getting up he walked over to Mitts.

" Who were those two? I know you know them."

Mitts looked over to Kate. Kate stepped forward and said, "Before we tell who they are you got to understand that they were forced to do it."

Chris turn to face her. "Forced? Forced?! They were not forced to kill her. Who forced them then?"

Mitts spoke up, "Albert Wesker."

Chris face softened but still looked anger as hell. " What are there names?"

"Will O'Brien and Alexia Ryan."

Rebecca spoke up. " Let's get back into the bar."

They started back, Kate picked up Vincent. Shane stopped Mitts. "Mitts, when I was going through the files, I found a file about you."

"About what?" Mitts said. A voice in the back of her head whispered. _"The Phoenix needs to rise it needs its Black Queen." _


	8. Chapter 8

The car sped along the black ice road swerving past the abandon cars. Will could feel himself asleep. He had lost too much blood. He was heading for the hospital, which he could see down the road. He looked over to Alexia, who was wiping the blood from her hands. He stopped in front of the hospital, looking into the doors, which were smashed open. Getting out of the car, they both of them made their way into the lobby. Bodies lay on the floor, ripped a part by tooth and claw. Will helped Alexia to a bench. He looked at her wound.

" It looks fine, I am going to go find something for my arm"

He began to walk off but she grabbed his hand. He looked at her to see tears swelling in her brown eyes.

"Why did we kill her? She did nothing to us."

Will sat down next to her.

" Because it is we or they. We need to do what ever it takes to survive."

"What about your soul?"

Will sighed, " When I was in Boston, I did a job with a Irish thug to get money this guy owed. He lived down in Southie projects. We burst in to his apartment. He was sitting at the kitchen table feeding his kid. The thug asked him if he had the money. The man said he didn't have it now. The thug pulled out a pistol a shot the man's kid, then the man in leg and asked him again. When the man didn't answer, he was shot in the head. Now, you tell me what creature with a soul could do that."

Alexia said nothing, just looked at him. Then they heard footsteps coming up the stairs outside. They looked up to see men armed dressed in olive fatigues and armed with M4s. The guns were pointed at Will and Alexia. The men made a circle around them. They were wearing gas masks. One of the men removed his masks to show Wesker. His eyes were red.

"Well done, Mr. O'Brien and Ms. Azure, you have killed on-"

Will stepped forward, " We are not killing any more of them!"

Wesker looked at him and smiled. At lighting speed with extreme force punched Will straight through the wall. Will crashed down on to the floor and was knocked out. Wesker turned to Alexia and grabbed her by the throat, lifting her off the ground.

"I don't need you two any more, so you can just die."

He threw her right over to were Will laid. Wesker address his men, " Lets move out, send the Grindel in here to kill them."

Shane quickly walked in to the bar sitting at the nearest table. Taking out his laptop and turned it on. Mitts sat across from him, sipping a beer.

"You want a beer?"

Shane looked up, "I am only sixteen you know?"

Mitts shrugged, "It's the end of the world, it won't hurt you."

Shane stared at her, " Wow, you must have been one great babysitter."

Mitts laughed and took another sip of the cold ale in her hands. The Alcohol burned her wound on the way down but she didn't care.

" I got the file. Here, read it." Shane pasted the laptop to her.

" I have only load the parts about you."

Mitts began to read the file.

_From: File 451_

_Date: 3/23/1986_

_Subject: The Two Queens Project-Idea_

_We all know the red queen is the center AI in Umbrella. We need a safe net to protect her. Our idea is to make a bio-computer. We will make a child with the brainpower to hold the info from the red queen if she is in danger or is damage. We have found threw test the females are more suited for this. It also seem that mix race has a stronger mind support. _

_From: File 452_

_Subject: The Two Queens Project- Progress_

_The black queen is still in perfect health, still a baby. It shows the smarts that were predicted. We are having problems with linking her with the red queen. _

Mitts read on, but then she heard the sound of a speeding car and looked out to see a SUV speeding towards the bar. She bolted out of the booth. When the car hit, Shane was still in the both. He was thrown like a rag doll across the bar landing on the pool table. Mitts tried to go to his aid but to men had gotten out of the SUV and before she could do anything, one of them hit her with the end of a rife. She collapse to the floor.


	9. Chapter 9

Will awoke with a sharp pain in his chest and he struggled to his feet

Will awoke with a sharp pain in his chest and he struggled to his feet. Alexia was against the wall standing was against the wall standing. She looked over to Will and motioned him over to her. She whispered into his ear, " There is a giant in the lobby."

Will stepped over to the hole in the wall and peered into the lobby. There was a twenty-foot man; his skin was gray and hairless. Its mouth was lipless and had jagged teeth. He had large clawed hands. It was looking around, sniffing for something to feast on. Will turn back to Alexia.

"I say we go down the hall to a fire exit he will not be able to follow, he too tall."

Alexia took out her pistol, " Alright, I think I saw a exit down that hall." Before she could move a hand burst through the wall and wrapped around her head, pulling her through the wall. The monster held her up in the air. Alexia shot the pistol into its hideous face, until the magazine was empty. The monster dropped her to the ground and clutches its bloody face screaming in pain. Will ran out and grabbed Alexia by the hand and the sprinted to their car. Will started the engine, but the monster rammed into the side. The car crashed into a street lamp. Will pushed the driver's door open, and fell on to the ground. The monster slammed into the car again, sending Will head first in to a store window. The monster picked up the car over its head and hurled it into the hospital. It crashed in to the lobby. Will grabbed an axe and rushed the monster, driving the axe into its leg. It turned to face him, its eyes burning red. Will turned and ran towards the gas station down the street. Will was gasping for air. With ribs broken and a wound bleeding, he didn't have much energy. He got to the gas station nearest pump but the monster smashed into him and the pump. Will smelt the gas pouring onto the ground. The monster picked up will by his left arm. Rummaging through his pocket he found his lighter. He lights it and tossed it into the creature's face engulfing the monster in flames. It dropped Will, who hit the ground running. The flames engulfed the station, Will ran as far as he could before the blast knocked him down. Getting up to see the burning rubble behind him. "Looks like it is dead", Will said with a sigh. He made his way to the lobby were the car was on its roof. He knelt down and grabbed Alexia by the arm. Pulled her out of the smashed car. She was alive but out cold. He picked her up in his arms and went down the hall. He was tried and hurt, but he needed to find some kind of help. There must be someone one in here that can help. The halls were empty. There were widows broken, bodies on the floor; computers broken and papers lying on the ground. He went in to an empty room, putting Alexia on the bed. He sat down in a chair and closed his eyes to sleep.

Kath could not hear in the chaos. She saw the men grab Mitts and throw her in the back of the SUV. They fired a spray of rounds into the bar. Three hit her in the chest but the wounds close within seconds. The SUV pulled of the wrecked bar, and turned down the street. Kath sprinted out of the building in pursuit. She was catching up with the speeding vehicle. Out of a alley came a motorcycle, it drove up right to her. The man pulled out a sawed-off shotgun and blasted it in to her face. Kate tumble to the pavement, skidding to a stop. She stumbled to her feet, she couldn't see. She felt her face healing, her eyes burned back into existence. She saw the man was the same man who kidnapped her brother, the Roman. He was a thin man, wearing a black suit and leather boats. His face was clean and trim. Slick black hair and a full beard made his green eyes glow. He had a SA80 carbine, point at her.

Kath in anger her, felt her body changing again. The harden skin grew over her arms and back. The tentacles ripped out of her skin.

" Looks like you're a challenge now,"

"Where is my brother?" Kath growled.

" Well, last time I saw him, Wesker had put him through the Grindel Project. He is a monster. He has no mind or feeling."

"Son of a bitch!"

Kath sprinted forward only to be knocked down by a burst from the carbine. The Roman sped down the street with Kath on his heels. He led her through the streets of the town, always a head so she could not catch up. Then, from a couple of streets over there was an explosion. The fire and smoke engulfed the sky.

The Roman yelled back to Kath, "Let us see what is going on over there shall we!"

He turned suddenly towards the fire. Tried of his game, Kath went at full speed after him. Her bare feet were cold in the snow and ice. When he turned onto the street, she jumped into the air, landing on the motorcycle. In one motion she grabbed the Roman by the throat, lifting him into the air and slamming him back into the pavement. Kath heard the snapping and cracking of bones.

" I will ask you again; where is my brother?"

The Roman coughed up blood. " Right behind you."

Kath turned around to see the thing coming out of the fire. It was at least twenty feet tall; its skin was blackened by the fire with patches of red muscle all over its body. It had a lipless grin on its face. Its red eyes looked at Kath. The Roman laughed and coughed up more blood. "Ms Azure, meet your brother, Grindel."

Kath felt herself change back to her human state. She fell to her knees. Grindel roared and charged for her.

"I am sorry, Russ." She whispered right before he picked her up in his claws. With his sharp teeth he ripped into her gut. She felt the pain, but she didn't care. Grindel threw her aside, looking for something more taste. Kath hit the wall of a store and slide down to the ground. Her lower body was turn a part, but it would heal. Licking its teeth, Grindel picked up the Roman, which took out a frag grenade. The Roman pulled the pin and shoved the grenade in to the monster's mouth. Grindel's head exploded, also blow off the Roman's arm. The massive creature crumbled onto the street; its black blood pouring out. Kath couldn't handle the pain of what her brother had become and the pain of healing. She lay there on ground crying in her sorrow.

Mitts awoke when two men pulled her out of the car. Both were wearing black fatigues and black ski mask. They both carried AK-74s in one arm and her in the other. They were on a road looking over the burning town. They walked for a mile, Mitts struggling the whole time. The snow picked up again. Mitts was cold she had no jacket on. Then in the distance, there was a diner on the side of the road. When they reached the diner, the men threw her in and guard the outside. Mitts looked around the place. There was only an old man at the end in a both. The man got up and began to walk towards her. He was a well dress man, in a white suit and black shirt. He had gray hair and a beard. He had these deep blue eyes. He was smoking a cigar.

"Ms. Suri, I am Ozwell Spencer. I am a business man."


	10. Chapter 10

Vincent was trying to sleep, though he was in a lot of pain. Then, he jolted up when the sound of a car smashing into the bar. Someone's limp body flew across the bar like a rag doll and slammed onto the pool table. Then gunfire was spray towards Vince, who jumped behind the bar for cover. He heard the sound of the car pulling out of the broken wall and speeding down the street. Vince got to his feet and hurried over to Shane. He looked for any open wounds. The other people in the bar were rushing around him, yelling at each other to hurry and get the truck ready.  
"Can I help?"  
Vince looked up at the young women. She had short brown hair and big green eyes. He recognized her from the file he was given by Wesker. _So this is Rebecca Chambers_.  
"Ya, I have no idea what I am doing."  
Rebecca smiled and looked at Shane's broken body. Her smiled disappeared from her young face.  
"He is alive but his arm is broken in two places, there are ribs cracked. He needs medical attention, now."

She went to talk to the three men that were gathering guns and ammo. Vince stood up and walked to the bathroom in the corner of the bar. Shutting the door behind him, he splashed water from the sink onto his tiered face. He looked in the dirty mirror. He looked like crap. His face was unshaven and dirty, his brown hair covered his tired hazel eyes. He dried his face with a towel and pulled out his colt. He reloaded and walked out in to bar. Picking up an M14 of a table, walked out the front door. Rebecca walked out after him, "Where are you going?"

Vince turned to face the young woman. "I'm going to get myself out of this town. There is a giant private army with monsters, killing everyone and I'm getting out of here."

"And how are you going to do that?"

"I'll think of something." Vince turned and walked towards the end of the street. Rebecca ran in front of him and pushed him. "And what about Shane, he needs help!" She screamed into his face.

Vince walked past her, "Not my problem."

Vince took a left into an alley. He needed to get to the rooftops, to see where the helicopters were landing. He climbed up a ladder to a stores rooftop. He could see the helicopters landing in the outskirts of the town. He started to run over the rooftops towards the landing zone. He needed to hurry.

Mitts sat in the booth, across from the old man.

"What do you want from me?"

Ozwell smiled, "Well, we need for the reason why you where built for."

"And what is that?"

"You are a failsafe if our computer that holds everything every done by Umbrella Inc and that town is on top of the facility that holds that computer. Why do u you think your faster, stronger and can heal so fast. My rival, a Mr. Wesker, is trying to get into the place, but I can't allow that." Ozwell toke a sip of his black coffee. "So, we will activate the self-destruct system and transfer all data into your head."

One of the armed guards entered the diner, carrying a laptop. He put on the table. "Sir, we have a connection."

"Good, start the download."

Mitts panicked, she jumped up from the table and ran through the door. The other guard began to raise his AK but Mitts slammed her fists into his face. She ran down the street, but a wave of pain pulsed through her. She collapsed on to the ground, threw up and convulsed with pain. The guards and Ozwell walked over to here. Standing over her they looked down.

One of the guards said, "The bitch broke my noise!"

Ozwell said calmly, "You'll be fine. The download is starting, which means so is the count down until the town explodes. So grab the girl and let's go!"

The guards picked up Mitts, but she wouldn't of noticed, cause of the pain. Images of horrible creatures and files flashed in her head. She was thrown into the SUV. The truck drove away from the small Vermont town which in an hour would be a creator.

Vince looked through the scope of the rifle at the camp from the last rooftop in town. He looked at the men unpacking equipment. Then he saw Wesker, talking to a merc. Vince put the crosshairs right on Wesker's head. Pulling the trigger, he saw Wesker dodge it the shot so it hit the merc in the neck. Then Wesker was running at him, too fast to shoot. Wesker was in front of him, the rifle was ripped out of his hands and the stock bashed into his gut. Vince fell to his knees, gasping for air. Wesker smirked, "Well done, Mr. Perry, You past the test. You're going to help accomplish great things with my help."

An air siren boomed through the air. Wesker frowned, "Sounds like Spencer activated the failsafe protocol. Time to leave this place, Mr. Perry," Wesker said picking him up and throwing him over his shoulders. Vince was slowly blacking out and the last thing could see that he was on a copter.


End file.
